Secret Origins: The Phantom of the Fair: 1939: The High Price of Failure

Secret Origins of Earth-2: The Five Earths Project

Secret Origins: The Phantom of the Fair

Times Past, 1939

The High Price of Failure

by Drivtaan, partially adapted from Secret Origins v2 #7 by Roy Thomas and Mike Bair

At the 1939 World’s Fair, a mysterious figure clad in black and wearing a red cape attacked the mayor of New York City and attempted to murder the king and queen of England! Only the swift actions of the Sandman and the Crimson Avenger prevented him from carrying out his murderous task! But who was the strange figure known only as the Phantom of the Fair? And is this failure from times past about to get a second chance for revenge?


There was no sun.

A black orb, void of life and light, always visible through a small, barred window, hung in a sky of eternal twilight, a mockery of what he once knew. It neither rose nor set; like a great eye of onyx, it only stared.

Although he had no windows, save the one, he knew that the landscape outside the walls of his prison were as much a mockery as the orb. There was no color, only shades of gray. Everything was made of the stuff of shadows. True, these shadows had substance, or else he would be able to pull his hands free of the chains that kept him bound to the wall, but beyond that, they were only responses to some hidden master.

In the darkness, he questioned how long he had been here. He knew the answer, for it was the same each time he asked. He had long ago hoped he would go mad so that, in his mind, at least, he would be free. His tormentor had other plans, however. Due to the tormentor’s foresight, the chains that kept him bound, also kept him same. Again, he began to relive the events that brought him here.


Malachi Smythe had once had it all — money, power, several fine homes, automobiles, all of the finest excesses of the day. Then the stock market crashed. He was disturbed from his self-pity by a sudden pain in his leg. He glanced up and saw a man looking down at him. It was one of New York’s finest.

“Move along, ya bum. Decent people don’t want ta look at yer ugly mug.”

Malachi slowly dragged himself to his feet and began to move down the sidewalk.

When FDR came along, he brought the New Deal. For some like Malachi, however, the deal wasn’t new, just raw. Unlike him, America had pulled itself up out of the mire and the stink of the Depression and found more money to play with. Malachi cursed this new America.

He had heard rumors about the winds of war beginning to blow across Europe. Some man called Hitler had risen to power in Germany and was beginning to expand his country’s borders. Perhaps that was what America needed — someone to come along and return power to those who deserved it.

As he stumbled along the street, trying to stay out of the way of the “decent people,” he passed a newsstand. He paused just long enough to glance at a paper and see the date: April 25, 1939. The big news for the day, as it had been for the past several weeks, was the World’s Fair. It was drawing people from all over the world; even Britain’s king and queen were scheduled to attend in a few months. He glanced at the newsstand’s owner and knew that he should start moving along. The man just shook his head, but said nothing. Malachi saw the look of pity in the man’s eyes and picked up his pace. He could take the remarks he had heard so often, but nothing got under his skin like the pity he was given.

Moving along, he soon found himself at an alleyway. Turning, he made his way into the shadows. In the shadows, no one pitied him. “Out of sight, out of mind” was a phrase he had once heard, and he knew that, for a man in his position, these words were true. The alley was a dead end, and he soon found himself at a wall. As he slid down the wall, he began to watch the world pass him by.


At first he thought he had imagined the words that came from somewhere behind him, but that was impossible.


Perhaps I’ve finally gone mad, he thought.

“It is not madness,” the voice said. “Turn, for I would have words with you.”

“Who are you?” he asked as he climbed to his feet and turned toward the wall. He was surprised to find himself standing in front of a doorway.

Before him, the doorway stood open. Inside was a blackness deeper than his shadowy refuge.

“Enter,” the voice said — no, commanded. “I would have words with you.”

Not sure of what he should do, Malachi found himself stepping into the blackness. Once inside the door, he saw the outline of a man.

“Walk with me,” the man said as he turned away.

“What… what do you want?” Malachi asked as he followed.

A cold, hollow laugh issued forth. “What do I want? My friend, all I want is to give you power.”

Power. It was a word filled with magic to Malachi, but still he was wary. “Why?”

“Perhaps I have chosen wrong,” the man said as he turned again and resumed walking.

Malachi reached out to stop the man, but his hand passed through him as though he was nothing more than the shadow he appeared to be. He was shaken, but intrigued. “What I meant was — why me?”

“Because,” the man said. “I need someone to do my bidding.”

“So,” Malachi said, “you want me to be your servant.”

“I prefer the term ‘agent,’ but, yes.”


“I have things that need to be done in this realm, yet am unable to venture beyond the shadows.”

Malachi thought for a second. “You mentioned power.”

The shadow-man knew he had him. He turned to face Malachi once again. “I offer you power the likes of which this world has yet to see.” He paused for a moment. “But,” he began again, “this power comes with a price.”

“What kind of price?” Malachi asked.

“The price will only be paid if you fail. Do you wish to have the power I offer or not?”

“Yes,” Malachi blurted out. “Yes, I want the power.”

“Then stand still and behold my gift.”

Malachi stood unmoving and watched as the shadows began to flow over him. They began to constrict around him, but strangely, he felt no fear. Soon, the shadows began to seep into his body, through his eyes, his ears, his nose, his mouth, until they filled him completely. With each passing second, he felt his strength begin to increase until he felt as though he were invincible. For a moment, he simply stood and basked in the power now coursing through his body.

“What would you have me do?”

“Come, and I shall tell you.”


It had been five days since he had accepted the gift from the man of shadows, and Malachi still reveled in his power. His benefactor — he refused to call him “Master” — had given him his first task, so now he found himself perched atop the Perisphere at the World’s Fair, clad from head to toe in black and wearing a long red cloak.

Below him, he watched as a crowd gathered to hear New York’s mayor declare the Fair officially open. Waiting patiently until the proper moment, he listened as the mayor spoke. As the mayor was just about to make his official declaration, Malachi made his move.

Duck, Mr. Mayor!” he heard one of the police officers say as he tried to push the man to safety. “We’ll take care of that–”

The officer never finished his statement, for in that instance, Malachi was among them. Panic swept through the crowd as the ebony-skinned intruder backhanded the officer and sent him flying. Several of the man’s fellow officers raised their rifles, but hesitated to shoot for fear of hitting the mayor. Malachi could hear their concerns and moved away from the man they sought to protect, making himself a much more inviting target and taunting them to shoot him. The officers found no more reason to hesitate.

Bullets ripped through a red cape that Malachi had, for no other reason than it seemed right, fastened around his neck. He hardly felt their sting. After allowing those assembled witness his power for a few more seconds, he leaped at those who fired at him and sent them flying with a few well-placed hits.

Once the stage had been cleared, he calmly stepped up to the microphone. “Men and women of New York City,” he began, his voice sounding more like that of his benefactor than his own, “this World’s Fair is now declared officially haunted — by the Phantom of the Fair!” Other than telling them that they have been warned, he said nothing else.

Leaping from the stage, he watched as more officers began to descend upon him. With a silent chuckle, he made several more leaps until he was once again on top of the Perisphere.

In the coming days, he would make several more appearances at the Fair, each time eluding the police.


June 9, 1939:

“You have done well these past couple months, my Phantom.”

Malachi had become used to the sudden sound of his benefactor’s voice. “Thank you,” was all he said.

“Tomorrow, however, will begin to fulfill your true purpose.”

Malachi had already guessed what the shadow-man had planned for him to do. “You want me to kill the British monarchs.”

There was a chuckle. “I knew I had chosen correctly.”

“Don’t worry,” Malachi assured him. “They are as good as dead.”

“Do you remember when we first met? Of course you do. I told you of the price of your powers.”

“I remember.”

“If you fail me tomorrow, you will find out what that price is.”

Malachi heard the voice no more.


June 10, 1939:

Malachi watched from the shadows as Mayor LaGuardia and his esteemed guests watched a demonstration of one of the Fair’s main attractions, a large robot named Elektro, by his creator. Even as the scientist explained to the curious royalty how the robot worked, Malachi had already taken control.

Unknown to Malachi, however, there was another in the shadows. He was not watching the proceedings, but kept his goggled eyes fixed on the Phantom of the Fair.

Chaos soon reigned as the Phantom gave a command of his own to Elektro. The robot’s metal arm shot up suddenly, knocking his creator to the ground. Several guards also felt the power of its metal fists. Turning toward the king and queen of England, Elektro began to advance, his electronic voice declaring his programmed intentions.

“Elektro — kill.”

Malachi was as surprised as much, if not more, than anyone as a masked man swung down from the shadows and crashed into the robot, toppling it to the ground. He paused just long enough to introduce himself as the Sandman before climbing back up the line he had used in his descent.

For the briefest of moments, the thought of the price crossed Malachi’s mind. His attention was captured when he saw another mystery-man he should have recognized as the Crimson Avenger appear and begin to do battle with the Sandman. As the two men fought, Malachi decided to take matters into his own hands.

The sound of gunfire drew the attention of the two combatants, who had just realized they were fighting for the same thing, and they watched as the true enemy landed beside the robot and set it up with his bare hands. They agreed to unite and swung into action.

The Phantom was caught completely unawares when the two mystery-men hit him from behind. Spouting bravado as he fought, even going so far as to make them think that he was a mere man under his costume, the Phantom soon overpowered his foes and once again turned his attention back to his assigned task.

The Sandman struggled to rise as he watched the would-be assassin approach his intended targets. Grabbing the fallen microphone used by the scientist, he gave the command for the robot to raise its arm. It did so, catching Malachi in the back in the process. As he had done minutes earlier, Sandman hit Elektro from behind, sending the robot crashing down on the Phantom.

As the Sandman approached, the Phantom of the Fair pulled himself out from under the robot and made his escape. The last anyone saw of him, he disappeared into the shadows.

“Curse those fools,” he snarled after a few minutes. “I’ll try again this evening.”

“You have failed me.”

The words caught Malachi by complete surprise. He turned and found himself facing the man of shadows.

“I would have succeeded if not for the interference of those two costumed buffoons.”

“And I would have succeeded had I been able to leave these shadows.”

Malachi felt a great fear begin to rise up in his breast. “Master,” he begged, “give me another opportunity, and I swear that I will not fail.”

“I told you they were to die ‘today,’ not ‘today or tomorrow.’ You have had your chance, and you failed.”

Malachi watched as the doorway he once entered willingly opened, and he knew that he wanted to be anywhere but where he was now.

“Come,” the shadow-man commanded.

Despite his mind’s own commands, Malachi found his body moving toward the door. He felt his screams begin to claw their way from his throat as the coldness of the shadows enveloped him once more. Soon, he was completely overcome by the shadows and could see nothing. He knew it was time to pay the price.


Malachi Smythe found himself back in the present. The chains around his wrist still held him in their grip. Glancing up through his tiny window, he saw the black orb still staring down.


Malachi tried to peer into the shadows of his prison. “Master?”

As he watched, he saw the man of shadows coalesce in front of him. “Soon, you shall be free to do my bidding.” With that, his master vanished.

At that moment, Malachi felt something that he had not felt in years: hope. And as he began to wait for the day of his release, he felt something else — the need for revenge.

“Soon, Sandman, you and your friend will face me and fall. Then you, too, will know the price of failure.”

The End

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